Determined Value. 12 12.3. Closing............................................. 13 12.4.
Determined Value. The Holder may exercise the Right to Put by delivering notice thereof ("Notice of Sale") to the Company. Promptly thereafter the Holder and the Company shall attempt to reach agreement on the Determined Value. If they do so agree, they shall put their agreement in writing, and closing shall be held in accordance with (S) 12.
Determined Value. At the relevant time of reference thereto, the Net Book Value of an Eligible Container, Eligible Generator, Eligible Refrigeration Unit or Eligible Chassis, as the case may be, determined in accordance with GAAP.
Determined Value. The provisions of this Section 5 shall apply to the extent that a determination of the Determined Value of Put Securities or Called Securities is required to ascertain the Fair Market Value thereof. For purposes of this Agreement, “Determined Value” shall be the value, determined separately with respect to each class of securities comprising Put Securities or Called Securities, of one share or unit of such class of securities as of the date of the Put Right Exercise Notice or the Call Right Exercise Notice, as applicable, as determined pursuant to this Section 5; provided that if the Put Securities or Called Securities are denominated in dollars rather than in shares or other units, then the Determined Value shall be stated as a percentage of the face amount thereof (which percentage may be greater than, equal to or less than 100% to reflect any premium or discount to such face amount). The Company and Purchaser, within thirty (30) days after the date of the Put Right Exercise Notice or the Call Right Exercise Notice (the “Selection Deadline”), shall each select a nationally recognized appraisal firm (a “Qualified Firm”) and give written notice to the other party of such selection. If either party fails to select, and give notice of, a Qualified Firm prior to the Selection Deadline, such party shall be deemed to have agreed to the other party’s selection of a Qualified Firm and the appraisal of the value of the Put Securities or Called Securities, as applicable, by such selected Qualified Firm shall be the Determined Value and shall be conclusive and binding on [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. the parties. If each party has timely selected a Qualified Firm, then each of the two selected Qualified Firms shall conduct an appraisal of the value of the Put Securities or Called Securities, as applicable, and the parties shall arrange for the Qualified Firms to deliver their appraisals to each party simultaneously. If the higher of the two appraisals with respect to any class of Put Securities or Called Securities (the “Higher Appraisal”) is equal to or is less than one hundred ten percent (110%) of the lower of the two appraisals with respect to such class of Put Securities or Called Securities (“Lower Appraisal”), the average of the Lower Appraisal and the Higher Appraisal shall be the Dete...
Determined Value. At the relevant time of reference thereto, the lesser of (i) 50% of the net book value of Eligible Fixed Assets, determined in accordance with generally accepted accounting principles, and (ii) 75% of the sum of (A) the appraised value of Eligible Fixed Assets which constitute Real Estate on a fair market basis and (B) the appraised value of Eligible Fixed Assets which constitute machinery and equipment on an orderly liquidation basis determined by the most recent appraisal thereof conducted by the Agent.
Determined Value. At the relevant time of reference thereto, (a) with respect to Eligible Real Estate, the appraised fair market value thereof determined by reference to the most recent appraisal thereof pursuant to ss.9.9.4 and (b) with respect to Eligible Machinery and Equipment, the appraised value of such machinery and equipment on an orderly liquidation basis determined by reference to the most recent appraisal conducted pursuant to ss.
Determined Value. With respect to Borrowing Base Equipment owned by any Borrower as of the Closing Date, an amount equal to 75% of the appraised value of such assets on a net orderly liquidation basis (after giving effect to payment of taxes, charges and liquidation expenses) determined by the most recent appraisal thereof conducted pursuant to §8.4(h), (b) with respect to new Motor Vehicle Equipment acquired by any Borrower after the Closing Date which becomes Borrowing Base Equipment, an amount equal to 75% of the original cost (as reflected by a purchase invoice therefor) of such new Motor Vehicle Equipment, and (c) with respect to used Borrowing Base Equipment acquired by any Borrower after the Closing Date, an amount equal to 75% of the appraised value of such assets on a net orderly liquidation basis (after giving effect to payment of taxes, charges and liquidation expenses) determined by relying on (1) the values assigned to assets of an identical make, model and year in the most recent appraisal conducted pursuant to §8.4(h), or (2) in the case where no asset of an identical make, model and year was appraised in the most recent appraisal conducted pursuant to §8.4(h), on the appraised value on an orderly liquidation basis (after giving effect to payment of taxes, charges and liquidation expenses) assigned to an asset of an identical make and model of the next oldest year that was appraised in the most recent appraisal conducted pursuant to §8.4(h); provided, however, that each of the foregoing calculations shall be adjusted to reflect depreciation in accordance with the following depreciation methods: (i) in the case of Borrowing Base Equipment described in clauses (a) and (b) above, (A) with respect to any tractor owned by any Borrower and constituting Borrowing Base Equipment, the Determined Value of such tractor shall be calculated using a monthly depreciation rate of not less than (x) 1.25% per month for twenty-four (24) months following the Closing Date or the date of purchase, as the case may be, and (y) 0.83% per month thereafter and (B) with respect to any trailer owned by any Borrower and constituting Borrowing Base Equipment, the Determined Value of such trailer shall be calculated using a monthly depreciation rate of not less than 1.0% per month following the Closing Date or the date of purchase, as the case may be, and (ii) in the case of Borrowing Base Equipment described in clause (c) above, (A) with respect to any used tractor acquired by any Borrower...
Determined Value. At the relevant time of reference thereto, the lesser of (a) the net book value of Eligible Fixed Assets, determined in accordance with GAAP, and (b) the appraised value of such assets on an orderly liquidation basis determined by the most recent appraisal thereof conducted pursuant to Section 10.4(i); provided that, until the first appraisal has been completed pursuant to Section 10.4(i), the Determined Value of Eligible Fixed Assets shall be the net book value of such assets as of the Closing Date, determined in accordance with GAAP. To the extent that any Eligible Fixed Asset is encumbered by a lien or encumbrance which is a Permitted Lien not securing the Obligations, the amount of the Indebtedness secured by such lien or encumbrance shall be deducted from the value determined in accordance with the immediately preceding sentence of this definition of the term "Determined Value".
Determined Value. The term "Determined Value" shall mean fifty percent (50%) of the present value of the fair market value of the then-vested Common Stock and the Interests, valued as of the date of Xx. Xxxx'x Separation, and determined as follows: (i) within twenty (20) days of Xx. Xxxx'x Separation, Bancshares and Xx. Xxxx shall each select a business valuation appraiser, each of whom is an accredited senior appraiser by the American Society of Appraisers; (ii) within twenty (20) days of their selection, the appraisers selected by Bancshares and Xx. Xxxx shall promptly meet and confer and select an independent business valuation appraiser who is an accredited senior appraiser by the American Society of Appraisers (the "Independent Appraiser"); (iii) the Independent Appraiser shall promptly conduct an appraisal of the Common Stock and the Interests and determine the fair market value of the Common Stock and the Interests discounted to present value; and (iv) the Independent Appraiser shall then promptly prepare and deliver to Bancshares and Xx. Xxxx a written report reflecting the fair market value of the Common Stock and the Interests discounted to present value (the "Appraisal Report"). The fair market value determined under this Section 3 will include an amount representing the value of the goodwill of the Company. The Determined Value established by the Independent Appraiser is conclusive and binding upon the parties. Bancshares will pay the fees and expenses charged by the Independent Appraiser.
Determined Value. At the relevant time of reference thereto, the lesser of (a) the net book value of Eligible Fixed Assets, determined in accordance with GAAP, and (b) the appraised value of such assets on forced liquidation basis determined by the most recent appraisal thereof conducted pursuant to ss.8.4(h).
